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MEGH MAYUR INFRA LI MITED

33Td ANNUAL REPORT

20L3-2014

Builders & Organizer

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CONTENTB

Company lnformation

Notice

Directors' Report

Management Discussion and Analysis Report

Report on Corporate Governance

Compliance Certificate on Corporate Governance

Declaration under crause 49 r (d) of the Listing Agreement

Auditor's Report

Balanc6 sheet

Profit & Loss Account

Cash Flow Statement

Schedules to Financial Statements

Proxy Form

Attendance Slip

Book-Post

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MEGH MAYUR INFRA TIMITED

clN : 151900MH1981P1C025593

Companv lnformation

BOARD OF DIRECTORS

Mr. MitulShahMr. Rajendra Shah

Mr. Jayant PandyaMs. KomalSavaliya

\

33RD ANNUAL REpoRT 2013-20(r

Chairperson and Managing DirectorExecutive DirectorNon-Executive Director a nd I ndependent DirectorNon - Executive Director and lndependent Dlrector

STATUTORY AUDITORS

Rasesh Shah & Associates, Chartered AccountantsO-1, Silver Palm Building;Timalyawad Nanpura,Surat-395001

&EqISTERED OFFICE

208, Lalji Shopping CentreS.V.Road, Borivali (West|,Mumbai-400 092

CORPORAT OFFICE

Megh DhawniComplexCrossing Citi Light, Udhana Magdalla RoadSurat-395 017

REGISTRAR & SHARE TRANSFER AGENTS

SHAREPRO SERVTCES (tNDiA) pW. LTD.

Samhita Warehousing Complex,13 AB, Gala No. 52,2nd Floor,Nr. Sakinaka Telephone Exchange,Off. Kurla Andheri Road,Sakinaka, Mumbai 4OOO72.

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MEGH MAYUR INFM LIMITEDCIN : L51900MH1981P1C025693 33RD ANNUAL REPoRT 2oug.2oL4

NOTICE

NoTlcE is hereby given that the 33'd Annual General Meeting of the Members of Megh Mayurlnfra Limited (Formerly known as Poddar lnfrasfructure Limited) will be held on friday, ifre26th september, 2014 at 11.00 a.m. at the Registered office of the company at 20g, LaljiShopping Centre, S.V. Road, Borivall (West),Mumbai - 400 092 to transact the followinibusiness:

ORDINARY BUSINESS

1. To receive, consider and adopt the Financial Statements and the Reports of the Board ofDirectors and Auditors thereon for the Financial Year ended on 31st March, ZOt4.

2. To appoint Director in place of Shri Rajendra Shah (DlN 01765634) who retires by rotationand being eligible, offers himself for re-appointment.

3. To consider and, if thought fit, to pass, with or without modification, the followingresolution as an Ordinary Resolution:

"RESOLVED THAT in accordance with the provisions of section 139 of the Companies Act,2013, and the Rules made there under (including any statutory modification(s) o, ,.-enactment thereof) the retiring auditors M/s. Rasesh Shah & Associates, CharteredAccountants, having the lCAl Registration No. 10867W and holding valid peer ReviewCertificate issued by the lnstitute of Chartered Accountants of lndia, be and are herebyappointed as Statutory Auditors of the Company to hold office for a period of three y.r*from the conclusion of this Annual General Meeting till the conclusion of the 36th AnnualGeneral Meeting (subject to ratification by the shareholders at every Annual GeneralMeeting), on remuneration and other expenses to be fixed by the Board of Directors of theCompany."

SPECIAL BUSINESS:

4. To consider and, if thought fit, pass the following Resolution with or without anymodifications/s as a Special Resolution:

Alteration of Articles of Assoclatlon by insertion of new Artlcle No. 21A of the Articles ofAssociation of the Company.

"RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, ifany, of the Companies Act, 20L3, the New Article No. 21A in the Artictes of Association of thecompany ("Articles") be and is hereby altered in the manner as under:

After Article 2L, the following New Article 21A be inserted:

MEGH MAYUR INFRA LIMITEDclN : 151900MH1981P1C025693

33RD ANNUAL REPoRT 20L3.2074

Powers to appoint Directors of the company as chairperson as well as the Managing Director orwhole- time Director or Executive Director at the same time

5' 21A' subject to the provisions of the companies Act, zot3, the Directors or thecompany in the General Meeting, may from time to time, appoint any oirectir ., il;Chairperson as well as the Managing Director or Executive Director or Chlef ExecutiveDirector of the company at the same time and remove him or her from the office andappoint another Director in his or her place."To consider and, if thought fit, to pass with' or without modification/s, the following Resolution as an ordtnary Reiolutlon:

Re'appointment of Mr Mrturshah as the Managlng Dlrector of the company.

'RESoLVED THAT pursuant to the provisions of sections Lg6, !g7,203 and any other applicableprovisions of the companies Act, 2013 and the Rules made there under (inctuding .ny itrtrtorymodification(s) or re-enactment thereof for the time being in force), read with schedule V tothe companies Act, 2013 (corresponding to sections LgB, 269,309 and any other applicableprovisions of the Companies Act,1955 read with Schedule Xlll to the Companies Act, 1950) , theconsent of the company be and is hereby accorded to the re-appointment of Mr. Mitul shah(holding DIN 005091L41, for his re-appointment with effecr from'lst No;;;;;r, 2014 under theArticles of Association of the company, as the "Managing Director/' of the company for a periodof five years effective from lst November, 2014 wittrout any remuneration and the Board ofDirectors be and is hereby authorized to alter and vary such terms of appointment andremuneration so as to not exceed the limits specified in Schedule V to the Companies Act, 2013(corresponding to schedule Xlll to the companies Act, 195b), as may be agreed to by the Boardof Directors and Mr. Mitul Shah .,,

"RESoLVED FURTHER THAT the Board of Directors be and it is hereby authorised to take allnecessary ordesirable steps forthe aforesaid purpose and matters incidentalthereto.,,

6. To consider and, if thought fit, to pass withResolution as an Ordinary Resotution:

or without modification/s, the following

continuation of Mr Jayant pandya as an lndependent Director of the company

"RESoLVED THAT consent of the Company be and is hereby accorded to shri Jayant pandya(DlN 02144823 ), who holds office as an lndependent Director of the Company pursuant toclause 49 of the Listing Agreement and who being eligible to continue as an lndependentDirector under Section L49 of the companies Act, 2013 read with Rules made thereunder andclause 49 of the Listing Agreement entered with the stock Exchange(s) (including any statutorymodification(s) or re'enactment thereof, for the time being in force), to continue to hotd theoffice of lndependent Director of the company for a period of five consecutive years from 1rtApril , 2014 up to 31st March, 2019 who shart not be riabre to retire by rot.tion.,,

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MEGH MAYUR INFRA LIMITEDCIN : 151900MH1 981p1C025693

33RD ANNUAL REPoRT 2oL3-20L4

7. To consider and, if thought fit, toResolution as an Ordinary Resolution:

pass with or without modification/s, the foltowing

continuation of Ms Komalsavaliya as an lndependent Director of the company

"RESoLVED THAT consent of the company be and is hereby accorded to Ms Komal savaliya(DlN 02081586), who holds office as an lndependent Director of the company pursuant tociause 49 of the Listing Agreement and who being eligible to continu. ., .n lndependentDirector under section 149 of the Companies Act, 2013 read with Rules made thereunder andclause 49 of the Listing Agreement entered with the stock Exchange(s) (including any statutorymodification(s) or re-enactment thereof, for the time being in force), to continue to hold theoffice of lndependent Director of the company for a perioi or nu" .o;;";;;lr. years from 1stApril, 2014 up to 31st March ,zalrg who shall not be lialle to retire by rotation.,,

Place: SuratDate: 23'd Juln 2014Regd. Office:208, taUi Shopping Centre,S.V. Road; Borivali (Westf,Mumbai-40009

For and on behalfofthe BoardFor Megh Mayur lnfra Llmited

(Mitutshah)Managing Director

33RD ANNUAL REPoRT zot3-20u4MEGH MAYUR INFRA LIMITED

CIN : 151900MH1981P1C025693

NOTES:

1.

2.

The relevant Explanatory Statement as required under sectlon 102 of the CompaniesAct, 2013, in respect of special business is annexed hereto.A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TOAPPOTNT A PROXY TO ATTEND AND VOTE TNSTEAD OF H|MSE|*F/HERSEIF AND THE

PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ONBEHALF OF MEMBERS NOT EXCEEDING FrtTY (50) AND HOID|NG tN THE AGGREGATE

NOT MORE THAN TEN PERCENT OF THE TOTAL SHARE CEPTNI OF THE COMPANY.Proxy form in order to be effective should be deposlted at ihe Reglstered Office of thecompany not later than 48 hours before the commencement of the meeting. A proxymay not vote except on poll. A proxy so appointed shall not have any right to speak atthe meeting. Blank proxy form is enclosed.The Register of Members and the Share Transfer books of the Company will remainclosed from Wednesday, 17th September, 2014 to Frida|, 26th September, 2014 (bothdays inclusive).ln case of Dematerialized Shares, the Company is obliged to print Bank detaits on thedividend warrants, as are furnished by the National Securities Depository Limited (NSDL)

and Central Depository Services (lndia) Limited (CDSL) ('the Depositories") to theCompany. Members holdlng shares ln electronlc form are hereby lnformed that bankparticulars registered against their respective depository accounts will be used by theCompany or its Registrars for payment of dividend, if any. The Company or its Registrarscannot ad on any request received directly from the Members holding shares inelectronic form for any change of bank particulars or bank mandates. Such changes areto be advised only to the Depository Participant of the Members. Members holdingshares in physical form and desirous of either registering bank particulars or changingbank particulars already registered against their respective folios for payment ofdividend are requeited to write to the Company or its Registrars with supportingdocuments.

SEBI, vide its circular No. CIR/MRD|DP|L0|}0L3, dated 31st March, 20L3 has made itmandatory to print the bank account details of the investors on Dividend Warrantlnstrument. Hence, members holding shares in Physical Form are requested to sendtheir ECS Mandate Form, duly filled in, to the Company's Registrar and Share TransferAgent (RTA) "sharepro Services (lndia) Private Limited (for ECS Mandate Kindly visitCompany's website www.meehmavurinfra.com). Members holding shares in physical

.form are also requested to intimate any change in their Address, Bank Account etc. tothe RTA.

Pursuant to Section 72 of the Companies Act, 20t3, Members hotding shares in physical

form may file nomination in the prescribed Form SH-13 (Annexed to the Report) withthe Company's Registrar and Transfer Agent. ln respect of shares held in electronic /demat form, the nomination form may be filed with the respective DepositoryParticipant.

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MEGH MAYUR INFRA LIMITEDclN : 151900MH1981P1C025093 33RD ANNUAL REPoRT 2ou3-20t4

7 ' To prevent fraudulent transactions, Members are advised to exercise due diligence andnotify the company of any change in address or demise of any member as soon aspossible. Members are also advised not to leave their demat aicount(s) dormant forlonger periods. Periodic statement of holdings should be obtained from the concernedDepository Participant and holding should be verified.

8' The Securities and Exchange Board of lndia (sEBl) has mandated the submission ofPermanent Account Number (PAN) by every participant in securities market. Membersholding shares in electronic form are, therefore, requested to submit the pAN to theirDepositary Participant with whom they are maintaining their demat accounts. Membersholding shares in physicalform can submit their PAN detalls to the Company.

9. Member who is desirous of getting any information as regard to the business to betransacted at the meeting are requested to write to the Company their queries at leastseven days in advance of the Meeting in orderto keep the information required readily. available at the Meeting.

10, Members/Proxies should bring the attendance slip duly filled'in for attending themeeting. The identity/signature of the Members holding shares in electronic/demat formis liable for verification with specimen signatures as may be furnished by NSDL/CDSL tothe Company. Such Members are advised to bring the retevant identity card, issued bythe Depository Participant, to attend the AnnualGeneral Meeting.

11. The Annual Report duly circulated to the Members of the Company, is availabte on theCom pany's Website at www.meshmavurinfra.com.

12. Members are requested to bring their physical copies of the Annuat Report at theMeeting.

E -Voting

1'3. ln compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 ofthe Companies (Management and Administration) Rules, 20t4, the Company is pteasedto provide Members facility to exercise their right to vote at the 33rd Annual GeneralMeeting (ACM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Services (tndia) Limited (CDSL):

Members are requested to take note that the Company had changed its name from"Transoceanic'Properties Limited" to "Poddar lnfrastructure Limited,, on 19th October,2006 pursuant to the Certificate of lncorporation for change of name issued by theRegistrar of Companies, Mumbai, Maharashtra and the same was also communicated toBSE Limited with copy of the said Roc certificate at that time.

Thereafter there was further change of its name of the Company from ,,poddarlnfrastructure Limited " to " Megh Mayur lnfra Limited ,, on 2oth Novemter, 200g as perthe provision covered under Section 2L of the Companies Act,1956 and the Certificatefor the change of name of the Company issued by Registrar of Companies for thepurpose.

MEGH MAYUR INFRA LIMITED

CIN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2oL3-20L4

The Company had then approached BSE Ltd for change of name to be so reflected onBSE Ltd but the matter is stitl under consideration. Consequently on NSDL and CDSL alsothe name of the Company is still shown as "Transoceanic Properties Limited". Therefore,all the Members are kindly requested to take note and cast their e Voting as in thepresent name of the Company "Megh Mayur lnfra Limited "atthough the name of theCompany on BSE, NSDL and CDSL is reflected as'Tiansoceanic Properties Limited ".

ln case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.com

(ii) Click on "shareholders" tab.

(iii) Now, select the "COMPANY NAME' i.e. Megh Mayur lnfra Ltd. from the drop downmenu and click on "SUBMIT"

(iv) Now Enter your User lD:

a. For CDSL: 16 digits beneficiary lD,b. For NSDL: 8 Character DP lD followed by 8 Digits Client lD,c. Members holding shares in Physical Form should enter Folio Number registered

with the Company. (6 Digit Alpha-Numeric)

(v) Next enter the lmage Verification as displayed and Click on Login.

(vi) lf you are holding shares in demat form and had logged on to www.evotlnglndia.comand voted on an earlier voting of any company, then your existing password is to beused.

(vii) lf you are a first time user follow the steps given below:

For Members hol.{ing shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by lncome Tax Department(Applicable for both demat shareholders as well as physicalshareholders).

o Members who have not updated their PAN with theCompany/Depository Participant are requested to use the first twoletters of their name and the last 8 dlgits of the demat accountfolionumber in the PAN field.

o ln case the folio number is less than 8 digits enter the appticablenumber of ds before the number after the first two characters of thename in CAPITAL letters. Eg. lf your name ls Ramesh Kumar with folionumber 100 then enter RA00000100 in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the companyrecords for the said demat account or folio in dd/mm/yyW format.

(viii) After entering these details appropriately, click on "SUBMIT"

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MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981p1C025693

33RD ANNUAL REPoRT 2013.2014

(ix) Members holding shares in physical form will then reach directly the company selectionscreen' However, members holding shares in demat form wiil now reach ,passwordcreation' menu wherein they are required to mandatorily enter their login password inthe new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on *r,i.r, ,h.y .;;;6;;;' vote' provided that company opts for e-voting through GDSL platform. lt is stronglyrecommended not to share your password with any other person and take utmost careto keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-votingon the resolutions contained in this Notice.

(xi) click on the EVSN No. 140819046 for the relevant <company Name> i.e. Megh Mayurlnfra Limited, on which you choose to vote,

(xii) on the voting P?8€, you will see "RESOLUTIoN DEscRlpiloN,, and against the same theoption "YEs/No" for voting. select the option YES or No as desirla. The option yESimplies that you assent to the Resolution and option No implies that you dissent to theResolution.

(xiii) click on the "RESoLUTloNs FILE LINK" if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on ,suBMlr,.

A. confirmation box will be displayed. lf you wish to.confirm your vote, click on ,,oK,,,

else. to change your vote, click on ,,CANCEL,I

and accordingly modify your vote.(xv) Once you "CONFIRM,, your vote

your vote.on the resolution, you will not be allowed to modify

(xvi) You can also take out print of the voting done by you by clicking on ,,click here to print,,

option on the Voting page.

(xvii) lf Demat account holder has forgotten the changed password then Enter the user lDand the image verification code and click on Foigot password & enter the details asprompted by the system.o lnstitutional sharehotders (i.e. other than lndividuals, HUF, NRI etc.) are required to tog

on to https://www.evotinsindia.com and register themselves as Corporates.t They should submit a scanned copy of the Registration Form bearing the stamp and signof the entity to [email protected] After receiving the login details they have to create a user who would be able to link the

account(s) which they wish to vote on.o The list of accounts should be mailed to [email protected] and onapproval of the accounts they would be able to cast their vote.o They should upload a scanned copy of the Board Resolution and power of Attorney(PoA) which they have issued in favour of the custodian, if any, in pDF format in thesystem for the scrutinizer to verify the same.

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ln case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i)to sl. no. (xvii) above to cast vote.(B) The voting period begins on 20th September, 2014 at 9.00 a.m. and ends on 22nd

September, 2014 at 6.00 p.m. Durlng this period shareholders' of the Company, holdingshares either in physical form or in dematerialized form, as on the cut-off date of(record date) of 27th August, 2014, may cast their vote electronically. The e-votingmodule shall be disabred by GDSL for voting thereafter.

(c) ln case you have any queries or issues regarding e-votlng you may refer the FrequentlyAsked Questions ("FAQS") and e-voting manual availibie at www.evotinqindia.comunder help section or write an emailto helpdesk.evoting@cdslindiacom.

(D) Ms' simmy Juneja, Practicing chartered Accountant (Membership No. t462gol (Address:22/t28, Gujarat Housing Board, Rander Road, sura! Gujarat) has been appointed as thescrutinizer to scrutinize the e Voting process in a fair and transparent manner.

(E) The scrutinizer shall within a period not exceeding three (3) working days from theconclusion of the e-voting period unblock the votes in the presence

"i.iil;ri ;;; j;jwitnesses not in the employment of the company and make a scrutinizer/s Report of thevotes cast in favour or against, if any, forthwith to the Chalrperson of the Company.

{F) The Results declared along with the scrutinizer's Report shall be placed on the Company'swebsite www.meghmayurlnfra.com and on the webslte of GDSL wlthin two(2) days ofpassing of the resolutlons at the AGM of the company and communtcated to the BsELimited

74' As required by clause 49 of the ListingAgreement brief profile of the Directors proposedto be appointed / re-appointed at the Annual General Meeting is given below:

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CIN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2013-2014

Name of the Director Shri MitulShah Shri Rajendra

Shah

Shri JayantPandya

Ms. Komal

Savaliya

Date of Birth 22.05.1966 04.08.1955 14.11.1953 25.L2.L983

Date of Appointmenton the Board

28.02.2008 28.02.2008 28.06.2008 04.04.2013

Experience in specificfunctional field/ area

He completed his

MBA in the year

1991 from SouthGujaratUniversity, Surat.At present he is

actively engaged

in constructionbusiness and is

having around 18years ofexperience. He

has taken theconstructionbusiness to newheight and has

beeninstrumental in

laying down plans

of relateddiversification forthe group. He has

fostered business

developmentwith informationtechnology skills.

He is also activelyinvolved in

accountingfinance and

administrativefunctions

He is activelyengaged in

constructionbusiness and is

having around18 years

experience in

legal and landpurchase

related matterof business.

Finance, Taxation

and Legal

Accounts,

Finance

Taxation

and

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Qualification M.B.A. B.E. (Civil

Engineering)B.Com. C.A. B.Com. C.A.

! Directorships in otheri CompaniesI

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j Chairperson /I Member of thei Committees of thei Board of Directors ofi the Company

Separate Listattached

Audit Committee{hairperson

AuditCommittee-Member

i Chairperson/Memberof the Committees ofthe Board of Directorsof the other

, Companies in whichhe is a Director

No. of Shares held inthe Company

21,29,400 21,33,600

Director ldentificationNo.

00509114 0L765634 02L44823 02081586

MEGH MAYUR INFRA LIMITEDclN : 151900MH1981p1C025693

Place: SuratDate: 23'd luly,20L4Regd. Office:208, Lalji Shopping CentrgS.V. Road, Borivali (Westl, Mumbai-400092

33RO ANNUAL REPoRT 2oLg-2ot4

For and on behalf of the BoardFor Megh Mayur lnfra Ljmited

(Mitulshah)Managing Director

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MEGH MAYUR ]NFRA LIMITED

CIN : 151900MH1981P1C025693 33RD ANNUAL REPORT 2OL3.2OL4

EXPTANATORYSTATEMENT

(Pursuant to Sestion 102 of the Companies Act, 2013)

As required by Clause 49 of the Listing Agreement brief profile of the Directors proposed to be

appointed / re-appointed at the Anniral General Meeting is given below:

Item No.4

There was no restriction in the Companles Act, 1956 with respect to appointment ofChairperson as well as the Managing Director or Whole-Time Director or Executive Director atthe same time. So the Company had appointed Mr. Mitul Shah as the Chairperson artd

Managing Director of the Company. The Ministry of Corporate Affairs (MCA) has introduced thenew Companies Act, 2013 and as per the provisions of Section 203 of the Companies Act,2013,

an individual cannot be appointed as the Chairperson as well as the Managing Director orWhole time Director or Executive Director of the Company at the same time , unless Articles ofthe Company provides such appointment. As the existing Articles of Association does notprovide the said provisions, it is proposed to amend the Articles of Association of the Companyby inserting new Article 21A as stated in the Special Resolution after Article 21to comply withthe provisions of the said Section of the Companies Act, 2013. Hence, the Directors commend

this resolution for your acceptance. None of the Directors, except Mr. Mitul Shah, theManaging Director of the Company, Key Managerial Personnel of the Company, and/or theirrelatives may be deemed to be concerned or interested in the said resolution ,

Considering the size of the Company it is administratively convenient that the Chairperson and

Managing Director is the same person.

The Board recommends this Special Resolution for amendment of Article of Association byinsertion of Article 21A in Articles of Association for the authorization purpose.

Documents referred to in the resolution arid the Explanatory Statement along with the Copy ofMemorandum and Articles of Association would remain available for inspection between 10.00

a.m. to 12.00 noon on all working days except Saturdays and Sundays at the Registered Office

of the Company.

Item No 5

The Board of Directors at their meeting held on 23'd July, 2014 re-appointed Mr. Mitul Shah as a

Managing Director of the Company with effect from 1st November, 2014 and subject tonecessary approvals as the "Managing Director/' of the Company for a period of five years witheffect from the said date. He is also a Member of the Audit Committee of the Board of Directors

of the Company.

He completed his MBA in the year 1991from South Gujarat University, Surat. At present he is

actively engaged in construction business and is having around 18 years of experience. He has

taken the construction business to new height and has been instrumental in laying down plans

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IaMEGH MAYUR INFRA LTMITED

CIN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2oL3.2oL4

of related diversification for the group. He has fostered business devetopment with informationtechnology skills. He is also actively involved in accounting, finance and administrative functions

The appointment of Mr. Mitulshah is appropriate and in the best interest of the Gompany.

It is also decided that no remuneration shall be payabte to Mr. Mitul Shah as the ManagingDirectorof theCompany till the Company makes anyprofit.

ln view of the provisions of Sections !96, L97,203 and any other applicable provisions of theCompanies Act, 2013 (corresponding to Sections L98,269,309 and any other 269, 309 and anyother applicable provlsions of the Companies Act, 19561, the Board recommends the OrdinaryResolution set out at item no. 5 of the accompanying Notice for the approval of the Members.

Mr. Mitul Shah is a Director in few Private Limited Companles and he is not a Director in anyother Public Llmited Company.

Except Mr. Mitul Shah, being an appointee, none of the Directors and Key ManagerialPersonnel of the Company and their relatives is concerned or interested, financial or otherwise,in the rescrlution set out at ltem No. 5.

This Expl;rnatory Statement together with the accompanying Notice may also be regarded as anabstract and memorandum under Section 302 of the Companies Act, 1956 and as a disctosureunder Clause 49 of the Listing agreement with the Stock Exchange.

Item Trlo 5

Mr. Jayant Pandya is a Non-Executive lndependent Director of the Company pursuant to Clause49 of the Listing Agreement on the Board of the Company since 28th June 2008. With theenactment of the Companies Act, 2013 {Ra'), it is now lncumbent upon every Listed Company'to appoint "lndependent Directors" as defined in section 149(5) of the Companies Act, 2013and ensure that at least /3 rd of the total number of Directors are lndependent Directors. TheBoard of Directors of your Company , after reviewing the provisions of the Act, are of theopinion that Mr. Jayant Pandya fulfils conditlons specified ln the Act and Rules made thereunder to be eligible to continue to hold office as an lndependent Director pursuant toprovisions of section 149 of the Act. The Board of Directors of your Company is also of theopinion that ShriJayant Pandya is lndependent of the Management of the Company. Mr. JayantPandya is Chairperson of the Audit Committee and Nomination and Remuneration Committeeand a Member of the Stakeholders/lnvestors Grievances Committee of the Board of Directorsof the Company.

Mr. Jayant Pandya is a Director in Shrimad Builders Private Limited. He does not hold by himselfor for any other person on a beneficial basis, any shares in the Company.

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clN : 151900MH1981P1C025693 33RD ANNUAL REPORT 2013.2014

It is proposed to be continue the appointment of Mr. Jayant Pandya as an lndependent Director

for five consecutive years for a term of five years effective 1tt April, 2014 upto 31st March,

2019.

ln the opinion of the Board, Mr. Jayant pandya fulfils the conditions specified in the Companies

Act, 2013 and Rules made there under for his appointment as an tndependent Director of the

Company and is independent of the management. Copy of the draft letter for appointment of

Mr. Jayant pandya as an lndependent Director setting out the terms and conditions would be

available for inspection without any fee by the Members at the Registered Office of the

company during normal business hours on any working day, excluding Saturday and Sundays at

the Registered Office of the Company.

The Board considers that his continued association would be of immense benefit to the

Company and it is desirable to continue to avail services of Mr. Jayant Pandya as an

lndependent Director. Accordingly, the Board recommends the resolution in relation to

continuation of Mr. Jayant pandya as an lndependent Director, for the approval by the

shareholders of the CompanY.

Except Mr. Jayant pandya, being an appointee, none of the Directors and Key Manageriat

personnel of the Company and their relatives is concerned or interested, financial or otherwise,

in the resolution set out at ltem No. 6. This Explanatory statement may also be regarded as a

disclosure under Clause 49 of the Listing agreement with the Stock Exchange.

Item No 7

Ms. Komal Savaliya is a Non-Executive lndependent Director of the Company. She joined the

Board of Directors of the Company in 4th April, 2013. Ms Komal Savaliya is Member of the Audit

Committee, Stakeholders/ lnvestors Grievances Committee, Nomination and Remuneration

Committee of the Board of Directors of the Company'

Ms. Komal Savaliya is not a Director in any other Company in lndia. She does not hold by herself

or for any other person on a beneficial basis, any shares in the Qpmpany'

It is proposed to be continue the appointment of Ms. Komal Savaliya as an lndependent

Director for five consecutive years for a term of five years effective 1$ April, 2014 upto 31st

March,2019.

tn the opinion of the Board, Ms Komal Savaliya fulfils the conditions specified in the Companies

Act, 2013 and Rules made there under for her appointment as an lndependent Director of the-

Company and is independent of the management. Copy of the draft letter for appointment of

Ms Komal Savaliya as an lndependent Director setting out the terms and conditions would be

available for inspection without any fee by the Members at the Registered Office of the

Company during normal business hours on any working day, excluding Saturday and Sundays at

the Registered Office of the Company.

The Board considers that her continued association would be of immense benefit to the

company and it is desirabte to continue to avail services of Ms Komal savaliya as an

lndependent Director. Accordingly, the Board recommends the resolution in relation to

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continuation of Ms. Komal Savaliya as an lndependent Director, for the approval by theshareholders of the Company.

Except Ms. Komal Savaliya, being an appointee, none of the Directors and Key ManagerialPersonnel of the Company and their relatives is concerned or interested, financial or otherwise,in the resolution set out at ltem No.7. This fxplanatory Statement may also be regarded as adisclosure under clause 49 of the Listing agreement with the stock Exchange.

For and on behalf of the BoardFor Megh Mayur lnfra Limlted


CIN : 151900MH1981P1C025693

Place: SuratDate: 23rd July, 2014

Regd. Office:

208, Laljl Shopping Centre,S.V, Road, Borivall (Westl, Mumbal-400092

33RD AIuNUAL REPoRT 2013.2014

(Mitulshah)Managing Director

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MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2oL3.2ot4

DIRECTORS' REPORT

To the Members,

Your Company's Directors are pleased to present the 33'd Annual Report atong with the AuditedAccounts for the year ended on 31$ March, 201,4. Pursuant to the ctarification issued by theMinistry of Corporate Affairs (MCA) vide its Generat Circular No. 08/2014 dated 4th npril, iot+statement of accounts, Auditors' Report, Board's Report and attachment thereto have beenprepared in accordance wlth the provisions contained in the Companies Act, 1956 as theprovisions of the Companies Act, 2013 made applicable for the financial year commencing on orafter lst April, 2014.

WDuring the year under review the company has made a loss of Rs.G,91, 447/-(previous year lossof Rs' 7,L3,424/-l after providing depreciation NIL (previotis year Nlll and deferred tax of Rs.NIL/- (previous year Rs NtL/-).

The company is not having any Depreciable Assets hence no provision of Depreciation is made.PROSPECTS

The Company is exploring various Sites for undertaking New projects.

DIVIDEND

ln view of accumulated losses incurred by the Company, the Board does not recommend anyDividend for the year ended 31tt March , ZOL4.

Save as mentioned elsewhere in this Report, no material changes and commitments affectingthe financial position of the Company have occurred between the end of the Financial year ofthe Company 31't March, 2014 and the date of this Report.

DIRECTORS

ln view of the implementation of the provisions of the Section L4g(71of the Companies Act,20L3 it has been decided by the Eoard of Directors for continuation of the duration oflndependent Directors for a period of five years effective 1st April, 2oL4. Details of the proposalfor extending the duration of the office of the lndependent Directors namely tvtr. tayani p.;lt;and Ms Komal Savaliya are mentioned in the Exptanatory Statement under Section 102 of thecompanies Act, 2013 of the Notice of the 33'd Annual General Meeting.

Pursuant to Section 152 (6) all the Directors other than lndependent Directors and Mr. MitulShah, Chairperson & Managing Director shall retire by rotation. Accordingly Shri Rajendra Shah

15

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Director will retire by rotation and being eligible and not being disqualified under section t64 ofthe Companies Act, 2013, offers himself for re-appointment.

As required by sub-section (2AA) of section 2L7, olthe Companies Act, 1956, Directorsstate:

1' That in the preparation of the annual accounts, the applicable accounting standardshave been followed along with proper exptanation relating to material departures.

2. That Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the company at the end of the financiai year andof the loss of the company for that year.

3' That your Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act,1955 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities.

' 4. That the Directors had prepared the annual accounts on a going concern basis.

LISTING OF SHARES AND DEPOSITORIES

Your Company's shares are listed on The BSE Limited (BSEI .Your Directors w6h to state that the


Equity Shares of your Company arew.e.f .26/O6/2A00. presently 67.67 % oJelectron ic/d em aterialized form.

PARTICULARS OF EMPTOYEES

33RD ANNUAL REPoRT 2oT3.2oL4

compulsorily traded in the dematerialized formEquity Shares which are held by promoters are in

None of the Employees were in receipt of remuneration for the year, which in aggregate wasmore than the limit prescribed under Section 2L7 (2Al read with the Companies (particulars ofEmployees) Rules, 1975 as amended.

FIXED DEPOSITS

The company has not accepted any Pubtic Deposits within the meaning of Section 5gA and58AA of the Companies Act, 1956 and Rutes made there under, during the year under review.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. ETC.

The information pertaining to Conservation of Energy, Technology Absorption and ForeignExchange Earnings and Outgo requires to be disclosed as per Section 217(1)(el of CompaniesAct, 1956 read with the Companies (Disclosure of particulars in the Report of the Board ofDirectors) Rules, 1988 is given as underi

17

o Energy Conservation: N.A.o Technology Absorption: N.A.o Foreign Exchange Earnings and Outgo : Nil

AUDITORS

(i) STATUTORY AUptToR

The statutory Auditors of your company-namely, M/s. Rasesh shah & Associates, charteredAccountants retire at the conclusion of the ensuing Annual General Meeting and haveconfirmed their eligibility and willingness to accepi the office if re-appointed and areholding Peer Review certificate issued by The lnstitute of chartered Accountants of lndia,.The company has received the certificate from the statutory Auditors ds required under5ection141 (3) of the companies Act, 2oLg. There is no qualification or observation madeby the statutory Auditors in their Audit Report. Pursuant to provisions of section 139 of thecompanies Act, 2013 and rules framed thereunder, it is proposed to appoint M/s. Raseshshah & Associates, chartered Accountant as statutory Auditors of the company from theconclusion of the ensuing AGM till the conclusion of *" AGM;;;;';.ld in the year 2ot7subiect to the Annual ratification by Members at the AnnualGeneral Meeting.(ii) cosrAUptToR

Mr' Vipin Patet, cost Accountant was appointed as cost Auditor of the company for theFinancial Year 2013-14 to conduct cost Audit of Real Estate ',prepared in accordance w*hthe compliance Report prescribed under GsR No. azg (e) dated os-oi-zog prescribingCompanies (Cost Accountlng Record) Rules, 2011.

CORPORATE GOVERNANCE

Pursuant to clause 49 of ,the Listing Agreement executed with the stock Exchanges, aManagement Discussion and Analysis, corporate Governance Report and certificate regardingcompliance of conditions of corporate Governance form an integral part of this Report and areset out as separate Annexure to this Report.

GREEN INITIATIVES

The Company has been transmitting Annual Reportshareholders who have preferred to receive Annualinitiated steps to reduce consumption of paper.

HUMAN RESOURCES

Humans are considered as one of the most critical resources in the business which can becontinuously smoothened to maxlmize the effectiveness of the organization. Human resourcesbuild the Enterprise and the sense of belonging would inculcate the spirit of dedication andloyalty amongst them towards strengthening it. corp.ny's polices and systems. All personnel


33RD ANN UAL REPoRT 2oL3.2oL4

through electronic mode email to theReport through electronic mode and

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continue to have healthy, cordial and harmonious approach thereby enhancing thecontributory value of the Company.

ACKNOWLEDGEMENT

Yours Directors record their appreciation for the valuabte cooperation extended by Banks andconcerned Government and other authorities

Your Directors acknowledge the contribution made by the Company's personnel at all levets.

MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981P1C025693


I


For and on behalf of the BoardFor Megh Mayur lnfra limited

(MitulshahIChalrperson and Managlng Dlrector

19


clN : 151900MH1981P1C025593 33RD ANNUAL REPORT 2OL3.2OL4

MANAGEMENT pTSCUSSTON ANp ANALYSIS RE

This report discusses and anatyses the business performance for the year ended 31tt March,2014.

1) rNpusrRY STRUCTURE ANp DEVELOPMENT

The lndian Construction lndustry is an integral part of the lndian economy and an

important part of investment into development of the lndian economy takes place

through the construction industry. The construction lndustry ls expected to grow withfurther economlc development, industrialization, urbanizatlon and lmprovements in thestandard of llvlng.

2l OUTLOOK

The Company's business prospects are closely linked to the economic environmentprevailing locally and globally. Substantial lmprovement in the current marketconditions is not expected in the near future. Glven, the challenging marketenvironment, stiff competition and recession scenario all over the world, it is difficult tomake an optimlstic predictlon for business prospect in the coming year.

3l TNTERNAT CONTROL SYSTEMS ANp THEIR ADEaUACY

The Company has adequate internal control and lnternalAudit Systems commensuratewith its size and nature of business. To make the internal control system more effectiveand project specific, a comprehensive internal audit manual is in place with guidelines

for internal auditors.

4l ptscusstoN oN FrNANctAr PERFoRMANCE WITH RESPECT TO OPERATIONAL

PERFORMANCE

During the year under review the Company has made a loss of Rs.6,91,447l- (previous

year loss of Rs. 7,L3,4241-l after providing depreciation NlL(previous year NIL) and

deferred tax of Rs. NIV- $revious year Rs NIV-).

5) The Company recognizes that managing business risk is an integral part of generating

substantial and sustainable shareholder value. This positive interpretation of risk

. reflects the new understandlng of the connection between well managed risk and

improved perforrhance. Hence the Management has always been proactive on risk

identification and its mitigation.

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MEGH MAYUR INFRA LIMITEDCIN : 151900M H 1981p1C02S693


33RD AN N uAL REPoRT 2oL3.2oL4

6l CAUTTONARYSTATEMENT

The statements in report of the Board of Directors and the Management Discussion &Analysis Report describing the company's outtook, estimates or predictions may beforward looking statements within the meaning of applicable securities laws and' regulations. Actual results could differ materially from those expressed or implied sincethe company's operations are influenced by many external and internal factors beyondthe control of the company. The company takes no responsibility for keeping theMembers updated on changes in these iactorc except as may be statutorily requiredfrom time to time.

For and on behalf of the BoardFor Megh Mayur lnfra Umited

(MitutshahtChalrperson and Managing Director

2L


clN : 151900MH198lP1C025593 33RD ANNUAL REPoRT 2oT3-20L4

REPORT ON CORPORATE GOVERNANCE

The Corporate Governance Report in compliance with Clause 49 of the Listing Agreement withthe Stock Exchange, as applicable for the year ended 3ttt March ,20L4, is set out below for theinformation of shareholders and investors of the Company.

1. COMPANY'S PHTTOSOPHY ON THE CODE OF CORPORATE GOVERNANCE

The Company's philosophy on Corporate Governance is to observe the highest level oftransparency and accountability ln the functloning of the Company and ethlcs in all its dealings,to ensure efficient conduct of affalrs of the Company to achieve iis goal of maximizing value forall its Stakeholders.

z. sbnno or olneqrons

COMPOSITION AND SIZE OF THE BOARD

The present strength of the Board of Directors of the Company ('the Board') is 4 (Four)Directors, The Board is headed by an Executive Chairperson. There is an Executive Director.There are two (2) Non- Executive Directors who are Independent Directors. The lndependentDirectors are eminent professionals, with experience in Finance, Real estate and constructionbusiness. The composition of the Board meets the stipulated requirement.

BOARD MEETINGS

1) The Board meets at least once a quarter to review the quarterly performance and thefinancial results. The Notice of the meeting is sent well ln advance and detailed agendaalong with other Board papers are also sent to all the Directors before the Board

Meeting. The Board Meetings are generally held at the Corporate Office of the Companyat Surat. During the year Four (4) Board Meetings were held on 15th May, 2013, 25sJuly, 2Ot3,22nd October, 2013 and 6th February,2O14 respectively. The maximum time-gap between any two consecutive meetings did not exceed four months.

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clN : 151900MH1981P1C025593 33RD ANN UAL REPoRT zoL3-2at4

The Composition of the Board of Directors and related information as on 31tt March, 2014 is asfollows:-

None of the Directors on the Board hold the Office of Director in more than 10 Public LimitedCompanies or Memberships of Committees of the Board in more than 10 Committees orChairpersonship of more than 5 Committees across Pubtic Llmited Companies.

1. Board Commlttees .

The Board currently has 3 (Three) Committees: a) Audit Committee b) RemunerationCommittee and cl shareholders' / Investors' Grievances Committee.

a) AUDIT COMMITTEE

The Audit Committee of the Board of Directors was constituted on 20th October, 2008. TheCommittee comprises of one Executive Director and two Non Executive lndependent Directors,as per the details given betow:

Name of Director Cateeorv DesignatlonMr. Jayant Pandya Non-Executive and lndependent ChairpersonMr. MitulShah Executive and Promoter MemberMs. KomalSavaliva Non-Executive and lndependent Member

Name of theDirector

Executive /Non-

Executive /lndependent

No.of

Board

Meetings

attended

Whetherlast

AGMI'attended

Number ofDirectorship(s)in other Public

LlmltedCompanles

Number ofChairpersonshi

p{s}

/Membership(s) Committeesof Board ofother Publlc

LlmitedCompanies

Mr. Rajendra Shah Executive(Promoter)

4 Yes Nil Nil

Mr. MitulShah(Chairperson and

Managing Director)

Executive(Promoter)

4 Yes Nil Nil

Mr. Jayant Pandya Non Executive{lndeoendentl

4 Yes Nil Nil

Ms. KomalSavaliya Non -Executive

(lndependentl

4 No Nil Nil

23


CIN : 151900MH 1981P1C025593 33RD ANNUAL REPORT 2OL3.2OT4

During the year Four (4)Audit Committee Meetings were held onlStn M.y, 2013, 25th July, zOLg,

22nd Octob er, 20L3 and 6th February,2O14 respectively. The maximum time-gap between any

two consecutive meetings did not exceed four months.

The attendance of each Member of the Committee is given below:

Name of the Director No. of meetings attendedMr. MitulShah 4

Mr. Jayant Pandya 4

Ms. KomalSavaliva 4

The terms of reference of the Audit Committee are in line with Clause 49 ll (C) and (D) of theStock Exchange Listing Agreement and Section 292A of the Companies Act, 1956. The

Committee acts as a link between the Management, Auditors and Board of Directors of theCompany and has full access to financial information.

The Statutory Auditors are permanent invitees to the meetings of the Committee. The

Chairperson of the Audit Committee remains present at the Annual General Meeting. Previous

Annual General Meeting of the Company was held on 18th September,2OL3 and was attendedby M r. Jayant Pandya, Chairperson of the Audit Committee to reply to shareholders' queries. .

b) NOMTNATTON AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has been constituted on 20th October, 2008 torecommend the remuneration package of the Managing Director based on the performance.

Brief description of Terms of Reference

To determine the Company's Policy on specific remuneration packages for Executive Directors

including pension rights and any compensation payment

Composition of the Remuneration Committee

The Remuneration Committee comprises of following Directors as on 31tt March, 2014.

Name of Director Category Designation

Mr. Jayant Pandya Non-Executive and lndependent Chairperson

Rajendra Shah Executive Member

CA Ms.KomalSavaliya Non-Executive and lndependent Member

During the year there was no Remuneration Committee Meeting held.

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MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981ptC025693

33RD ANNUAL REPoRT 2013-2014

Mr' Mitul shah is the present Managing Director of the company. At present the company isnot paying any remuneration to the Managing Director.

Total amount of sitting fees paid to the Non -Executive Directors during the year wasRs. 16,000/-(Rupees Sixteen Thousand only).

The Directors' remuneration and sitting fees paid/payable by the company to Non-ExecutiveDirectors in respect of the Frnancralyear 2013-14, are given below:

The company has not issued any stock options to any.of its Directors or employees.

The Stakeholders / lnvestors'Grievance committee has been constituted on 20th october, 200gto specifically look into the redressal the shareholders' and lnvestors, complaints

composition of the shareholders'/ rnvestors, Grlbvance commttted

During the year no Stakeholders / lnvestors'Grievance Committee Meeting was held.

Mr' Mitul shah, Director is designated as the compliance officer of the company.

statement of various complalnts recetved and cleared by the company durlng the year

Is

I

Ms. Komalsaval

Name of the Member

Mr. Rajendra ShahMr.Jayant Pandya

Ms Komalsavali

Nature of complaints

Relating to Transfer,Transmission and€hange of address

Not Applicable Not Applicable

Not ApplicableTotal

Not Applicable

25

MEGH MAYUR ]NFRA LIM]TED

clN : 151900MH1981P1C025693 33RD ANNUAL REPORT 2OT3.2OT4

There were no pending share Transfers and complaints pertaining to the Financial Year ended

March 3t,20t4.

2. GENERAL BODY MEETING

Location, date and time of Annual General Meetings held during the last 3 ( Three I Years

3. COMPANY POICIES

CODE OF CONDUCT

The company has adopted a code of conduct for the Board of Directors and senlor

Management of the company in compliance with the provision of clause 49 of the Listing

Agreement. Ail the members of the Board and senior Management personnel have affirmed

compliance to the code of conduct as on 31tt March, 2o!4, and a declaration to that effect

signed by the chairperson and Managing Director is attached and forms a part of this

Report.

Detailsof Speclal

Resolutlons

11.00 a.m.208, LaljiShoPPing Centre,

S.V.Road, BorivliMumbai -400 092

27-W-20L2208, Lalji ShoPPing Centre,

S.V.Road, Borivli (West),

Mumbai-400 09211.00 a.m.208, Lalji ShoPPing Centre,

5.V.Road, Borivli (West),

Mumbai-400 092

Speciat Resolutions through Postal Ballot

@lutions were put through

I ballot last

Details of Voting PatternPerson conducted the postal U4lqlglgrcise

@proposed to be conducted

throueh postalballot

Procedure for Postal ballot

26


CIN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2013.2014

(i)

(ii)

INSIDERTRADING CODE

The Company has adopted a 'Code of Conduct for Prevention of lnsider' Trading ( "theCode") in accordance with the requirements of Securities and Exchange Board of lndia "(Prohibition of lnsider Trading ) Regulation, 1992.

4. AFFIRMATIONS AND DISCLOSURES

During the year under review, besides the transactions reported elsewhere in the AnnualReport, there were no other Related Party Transactions with the Promoters, Directors andManagement that had a potentlal conflict wlth the interest of the Company at large.

There have been no instances of Non-Compliance on any matter with the Rutes andRegulations prescribed by the Stock Exchanges, Securitles and Exchange Board of lndia orany other Statutory Authority relatlng to the Capltal Markets during the last three years.No penalties or strictures have been imposed by them on the Company.

The Company has not adopted any Whistte Blower Policy. However, no personnel havebeen denied access to the Senior Management.

(iv) The company has complied with all the mandatory requirements of Clause 49 of theListing Agreernent

The status of compliance in respect of non-mandatory requirements ef Clause 49 of ListingAgreement is as follows:

Maintenance of the chairperson's office: The company has an ExecutiveChairperson and the office provided to him for performing his executives is alsoutilized by him for discharging his duties as Chairperson. No separate office ismaintained for the Non-Executive Chairperson of the Audit Committee butsecretarial and other assistance is provided to him, whenever needed, inperformance of his duties.Tenure of lndependent Directors; No specific tenure has been specified for thelndependent Directors. , :

Remuneration Commlttee: The Company has set up a Remuneration Committeeconsisting of two Non Executive Directors out of which two are lndependentDirectors.

Sharehotders' rights: Un-Audited Quarterly Financial Results are published in ,,Free

Press Journal" and "Navshakti".

(iii)

a.

b.

d.

27


clN : 151900MH 1981P1C025693 33RD ANNUAL REPORT 2OL3-20L4

f.

Audit Qualification: The Auditors remarks if any are explained in the Directors'

Report and necessary actions are also taken by the Company when required. The

Company shall endeavor to have unqualified Financial Statements.

Training of Board of Directors: The Directors of the Company are persons from

Business and Profession with experience in Corporate Sector. They are being kept

posted with various Statutory and Regulatory changes which are applicable to the

Company.

Mechanism for evaluatlng Non-Executlve Eoard Members: Non Executive

Members of the Board are. highly qualified and currently there is no mechanism for

evaluation.

Whlstle Blower Policy: The Company has so far not framed a formal whistle btowerpolicy. However, the employees of the Company have free access to the Board of

Directors, Audit Committee and Senior Management personnel to report their

concerns about unethical behavior, fraud or violation of statutory requirements,

with assurance from the Management to protect the employees from victimization

in case they report any such unethical or fraudulent behavior.

Board disclosures-Risk Management: The Board is kept informed about the Risk

Management being fotlowed by the Company from time to time. All the risks such

as fire, marine, burglary earthquake etc. have been adequately insured.

t.

SHAREHOLDING OF THE NON.EXECUTIVE DIRECTORS

The company's Articles of Association does not require its Directors to hold any Qualification Shares'

The details the Shareholding of its Non Executive Directors given below:

Name of the Non Executive Direstors Number of Equity Sharesheld as on 31tt March,2014

Mr. Jayant Pandya Nil

Ms KomalSavaliya Nil

5. MEANS OF COMMUNICATION

g.

h.

.Quarterly results sent to each

household of shareholders

Quarterly, Half Yearly and Annual results are

regularly submitted to the Stock Exchanges in

accordance with the Listing Agreement

Newspapers in which results are

normally published

Generally, the results of the Company are

published in the "Free Press Journal"(English)

and "Navshakti" (Marathi)

Website where displayed Yes

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CIN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2oL3-zoL4

Whether it also displays official newsreleases

No

Website for investor Complaints Pursuant to the amended Listing Agreementwith the Stock Exchange Clause 47(f) has beeninserted for an exclusive e-mail lD forredressal of investor grievances. Accordingly,the company has created an exclusive [email protected] this purpose.

SEBI Complaints Redress System (SCORE):

The investor complaints are processed in a

centralized web based complaints redresssystem. The salient features of this systemare: Centralized data base of all complaints,online viewing'by investors of actions takenon the complaint and its current status.

Presentation to institutional investorsor analvsts

No

5. GENERATSHAREHOTDER INFORMATION

AGM: date, time and venue Friday, the 26'n September 2014 at the Registered Office ofthe Company at 208, Lalji Shopping Centre, S.V.Road

.Borivali (Westl. Mumbai-400 092 at 11.00 a.m

Book Closure Date Wednesday,the 17" September, 2014 to Friday, the 26thSeptember,2OL4 (Both days inclusive )

Dividend payment Date Not applicabledividend.

as the Company has not declared any

Financial Calendar

First QuarterSecond Quarter /Half yearlyThird QuarterLast Quarter/Annual

Board meeting held on 7'n May,2014 to approve Auditedfinancial results for the Financial Year ended on 31tt March,20t4.JulyOctoberJanuaryMay

Registered Office 208, Lalji Shopping Centre, S.V.Road ,Borivali (West),

Mumbai-400 092

Listing on Stock Exchanges The Equity Shares of the Company are listed on the BSE

Limited.Stock Code 509003Market Price Data On the basis of data available from the website of BSE

Limited, it is observed that there is no trading in the Equity

Shares of the Company.

29


Cl N : 151900M H1981P1C025593 33RD ANNUAL REPORT 2013.2014

Registrar and Transfer Agents M/s. Sharepro Services (lndia) Private Limited

Samhita Warehousing Complex,13 AB, Gala No. 52,2nd Floor,

Nr. Sakinaka Telephone Exchange,

Off. Kurla Andheri Road,

Sakinaka, Mumbai 4OOO72

Share Transfer System Share transfers are registered normally within 15 days from

the date of receipt, if the documents are clear in all

resoects

lnvestor CorrespondenceAddress

Megh Mayur lnfra Limited

Megh DhawniComplex, Crossing Citi Light,

Maedalla Road, Surat - 395 017

E-mail-lD of the lnvestor

correspondence department

grieva nces@ meghmavur.com

Share holding ofNominalvalue of

Shareholders No. of Shares Amount of Shares

Rs.

(11

Number

(21

%toCapital

(31

ln Rs.

(4)

%toCapital

(sl

Upto500

501 - 1000

1001-2000 70 4t.42 73s00 735000 L.L7

2001-3000 76 44.97 159600 1s96000 2.53

3001-4000 5 2.96 15750 157500 0.25

4001. - 5000

s001- 10000 2 1.18 11550 115500 0.18

Above 10000 16 9.47 5039500 50396000 95.87

Total 169 100 6300000 63000000 100

30

MEGH MAYUR INFRA LIMITEDCIN : 151900M H1981p1C025693 33RO ANNUAL REPoRT 2ot3-2ot4

7'B' CATEGORIES oF SHAREHOIDING As oN 31sr MARcH,zot4

Category 31st March,2Ot4No of Shares held % of Total Paid-up

Share CapltalPromoters and their Relatives 4263000 67.67In$ttutional lnvestors Nil NilMuruat Funcls& uTl Nil NilDanKs an0 Fl' Nil Nilil' Nil Nit

buK Nil Nilates Nil Nil

NKt'S/UUtss Nil Nilnotan PuDlic 2037000 33.33

Total 6300000 100

Certificate regarding compliance of condition of Corporate Governance, as stiputated in theListing Agr:eement with the Stock Exchange, received from M/s. Dholakia

'& Rssociates,

company secre\ary in Practice is annexed to this report. The said certificate will also be sent tothe stock Exchange along with the Annual Report to be filed by the company.

9.

The Promoters Directors of your Company have dematerialized their shareholding whichaggregates to 67.67 % of the total shareholding of your company.

10. Benefits of Dematerialization:

shares held in dematerialized form have several advantages /benefits like immediate transferof shares , faster settlement cycle, faster disbursement of non-cash corporate benefits likerights, etc. lower brokerage , ease in portfolio monitoring , etc. Besides, risks associated withphysical certificates such as forged transfer, fake certificates, bad deliveries, loss of certificatesin transit, get eliminated.

Since there are benefits arising from demateriatization, we sincerely urge all the shareholderswho are still holding their shares in physical form to dematerialize the shares at the earliest.

11. Green lnitiatives:

The Ministry of Corporate Affairs has allowed Companies to send all future notices/communication/documents including Notice of Annual General Meeting and Annual Report ofthe Company, in an electronic from, through e-mail to the sharehotders. Securities andExchange Board of lndia has also permitted listed entities to send soft copies of the Annual

31


CIN : 151900MH 1981P1C025593 33RO ANNUAL REPoRT 2Otg.2OT4

b)

c)

Report, Notice and other documents to mall those shareholders who have registered their E-

mail addresses for the said purpose

We kindly request you to join us in this initiative and register your e-mail lD with the Company'sRegistrar and Transfer Agents, Sharepro Services (lndia) Pvt. Ltd., in case you are holding sharesin physical from. ln case yeu are holding shares in dematerialized form, please register your e-mail lD with your depository participant directly.

12. OTHER USEFUL INFORMATION FOR SHAREHOLDERS

a) For expeditious transfer of Shares, Shareholders should fill in complete and correctparticulars in the Share Transfer Deed. Wherever, applicable, registration number ofPower of Attorney should also be quoted in the Share Transfer Deed at the appropriateplaces.

Shareholders of the Company who have multiple accounts in identical name(s) or holdingmore ihan one Share Certificate in the same name under different Ledger Fotio(s) arerequested to apply for consolidation of such Folio(s) and sent the relevant ShareCertificates to the Company.

Section 109A of the Companies Act, 1956 extends nomination facility to individualsholding shares in physical form in Companies. Shareholders in particular those holdingShares in single name, may avail of the above facility by furnishing the particulars of theirnominations in the prescribed nomination form which can be obtained from the ShareDepartment of the Company or Send your request for the said Form on email ongri eva nce@ meghmavur.com.

Shareholders are requested to give us their valuable suggestions for improvement of ourlnvestor Services.

Shareholders are requested to quote their E-mail lDs, Telephone/Fax Numbers forprompt reply to their communication.

Registered Office208, Lplji Shopping Centre,S.V. Road, Borivali (West), Mumbal-40

d)

e)

32

CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Megh Mayur lnfra Limited

1' we have examined the compliance of conditions of Corporate Governance by MeghMayur lnfra Limited (formerly known as Poddar lnfrastructure Limited ) for the yeirended 31't March , 20L4, as stipulated in Clause 49 of the Llstlng Agreement of the saidCompany with the Stock Exchange in lndia.

2' The compliance of the conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementation thereof,adopted by the Company for ensuring the compliance with the conditions of tt.Corporate Governance. lt is neither an audit nor an expression of opinion on thefi nancial statements of the Company.

3' ln our opinion and to the best of our information and according to the explanationsgiven to us, we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in Clause 49 of the above mentioned Listing Agreement.

4' we further state that such compliance is neither an assurance as to the future viabilityof the company nor of the efficiency or effectiveness with which the Management hasconducted the affairs of the Company.

Place: MumbaiDate: 18th July, 2014

For DHOIAKIA & ASSOCTATES

(Company Secretarles!

(cS B V. Dholakia)Partner

c. P. NO.507


Place: SuratDate: 23rd July,20t4

33RD ANNUAL REpoRT 2ol3-zou4

For and on behalf of the BoardFor Megh Mayur tnfra Limited

(Mitulshah)Chairperson and Managing Directo

It is hereby declared that allthe Board Members of the Company have affirmed to the Board ofDirectors, their compliance with the Code of Conduct of the Company as applicable to them forthe Financial Year ended 31st March, 2oL4 pursuant to Clause 49 (Di (ii) of the ListingAgreement with the Stock Exchange.

33


CIN : 151900MH1981P1C025693 33Ro ANNUAL REPoRT 2013-2014

tndependent Audito/s Report

To the Members of

MEGH MAYUR INFRA IIMITED.

Report On the Financialstatement

we have audited the accompanying financial statements of MEGH MAyuR TNFRA LIMITED("the Company''), which comprise the Balance Sheet as at March 31, 2014, and the Statementof Profit and Loss and Cash Flow Statement for the year then ended, and a summary ofsignificant accounting policies and other explanatory information.

Management's Responsibility for the Financiat Statements:

Management is responsible for the preparation of these financial statements that give a trueand fair view of the financial position, financial performance and cash flows of the Company inaccordance with the Accounting principles generally accepted in lndia, including the AccountingStandards notified under the Companies Act, 1956 read with General Circular L-s/21L3dated 13September 2013, issued by the Ministry of Corporate Affairs, in respect of Section 133 of the

Companies Act, 2013. This responsibility includes the design, imptementation and maintenanceof internal control relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraud orerror.

Auditorrs Responsibility:

Our responsibility is to express an opinion on these financiatstatements based on our audit. weconducted our audit in accordance with the Standards on Auditing issued by the lnstitute ofChartered Accountants of lndia. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor,sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal control relevant to the Company's preparation and fair presentation of thefinancial statements in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accounting policiesused and the reasonableness of the accounting estimates made by management, as well asevaluating the overall presentation of the financial statements.

34


CIN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2oT3-2oL4

Opinion

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our audit opinion.

ln our opinion and to the best of our information anrd according to the explanations given to us,the financial statements give the information required by the Companies Act, 1956 in themanner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in lndia:

a) in the case of the Batance Sheet, of the state of affa'irs of the Company as at March3t,20L4;

b) in the case of the Profit and Loss Account, of the loss for the year ended on thatdate; and

c) in the case of the Cash Flow Statement, of the cash flowi for the year ended on thatdate.

Report on Other Legaland Regulatory Requirements:

1. As required by the Companies (Audito/s Report) Order, 2003 (the Orde/') issued by theCentral Government of lndia in terms of sub-section (4A) of section 227 of the Act, we givein the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3lof the Act, we report that:

a) we have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audiq

b) in our opinion proper books of account as required by law have been kept by theCompany so far as aipears from.our examinatlon of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt withby this Report are in agreement with the books of account.

d) ln our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash FlowStatement comply with the Accounting Standards notified under the CompaniesAct, 1956 read with General Circular t5/20L3 dated 13 September 2013, issued bythe Ministry of Corporate Affairs, in respect of Section 133 of the Companies Act,2013;

35


CIN : 151900MH1981P1C025693

Place: SURAT

Date: 07l05l20t4

e) on the basis of written representations received from the directors as on March 31,

20L4, and taken on record by the Board of Directors, none of the directors is

disqualified as on March 3L, 20t4, from being appointed as a director in terms ofclause (g) of sub-section (1) of section 274 of lhe Companies Act, 1955.

/or MSESH SHAH & ASSOCIATES

Chartered Accountants

33RD ANNUAL REPoRT 2oT3.2oT4

MEHUL R. SHAH(PARTNER)

M. No. t37L48(F. R. NO.108671W)

36


clN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2013-2014

Annexure to the Audito/s Reoort:

Referred to in our Report of even date:

1' The company does not have any Fixed Assets during the year, therefore, provisionregarding thereto are not applicable.

2. (a) The company has conducted physical verification of lnventories during the period atreasonable interval.

(b) ln our opinion and according to the information and explanation given to us, theprocedures adopted by the company for physical verification of inventory are reasonableand adequate in relation to the size of the company and the nature of its business. Asexplained, no material inadequacies in such procedures were found during the course ofaudit.

(c) The company has maintained proper records showing full particulars including thenature and location of inventories.,As explained, no material discrepancy was noticed onphysical verification as compared with the record of inventories.

3. (a) ln our opinion and according to the information and explanation given to us, thecompany has not granted any loan secured or unsecured to the companies, firms orother parties covered in the register maintained under section 301of the Companies Act,1956.

(b) As the company has not granted any loan as specified in Paragraph a(iii)(a), reportingunder Paragraph 4(iiiXb) of Companies(Auditor's Report) order,2003 is not applicable.

(c) As the company has not granted any loan as specified in Paragraph 4(iiiXa), reportingunderParagrapha(iiiXc)ofCompanies(Auditor,sReport)order,2003isnotapplicatle.

(d) As the company has not granted any loan as specified in paragraph a(iii)(a), reportingunder Paragraph 4(iiiXd) of Companies(Audito/s Report) Order,2003 is not applicabte.

(e) ln our opinion and according to the information and explanation given to us, thecompany has taken unsecured loan from the partles, covered in the register maintainedunder section 301 of the Companies Act, 1955. Company has taken loan from two partyand amount of such loan is Rs. 11,35,000/-.

(f) All loans taken are interest free so terms and conditions thereof are prima facie notprejudicialto the interest of the company.

(g) No stipulation has been made for terms of repayment of the above mentioned loans.

I

37

MEGH MAYUR INFRA LIMITEDcrN : 151900MH1981p1C025693 33RD ANNUAL REPoRT 2olg.2oL4

7.

4.

5.

10.

The company has adequate internal control procedure commensurate with the size ofthe company and nature of its business with regard to purchase of inventory fixedassets, and with regard to sale of goods. However there is no such purchase and sale ofthe goods.

ln our opinion and according to the information and explanations given to us, there areno transactions exceeding Rs. 5,00,000/- in pursuance of contracts and agreements thatneeded to be entered into the register maintiined under section 301 of the CompaniesAct, 1956. Therefore, no reporting under Paragraph +(vl (b) of Companies (Auditor'sReport) Order, 2003 is required.

ln our opinion and according to the information and explanations given to us, thecompany has not accepted / invited any deposits falling wlthin the purview of Section58A / 58AA of the companies Act, 19s6 during the financial year.

ln our opinion and according to the information and explanations given to us, thecompany has adequate internal audit system commensurate with the size and nature ofits business.

We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Accounting Records) Rules, 2011 prescribed by the Central Governmentunder Section 209(1Xd) of the Companies Act, 1956 and are of the opinion that primafacie, the prescribed cost records have been maintained. We have, however, not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete.

(a) According to the records of the company, the company generally is regular indepositing undisputed statutory dues lncluding Provident Fund, tnvestor EducationProtection Fund, Employees State lnsurance, lncome Tax, Sales Tax, Wealth Tax, CustomDuty, Cess and other mbterial statutory dues applicable to it.

(b) According'to the information and explanations given to us, no undisputed amountpayable in respect of lncome Tax, Wealth Tax, Sales Tax, Customs Duty, Excise Duty andCess were in arrears, as of 31st March, 20t4for a period of more than six months fromthe date they became payable.

(c) According to the information and explanation given to us, there are no dues of lncomeTax, Customs duty, Wealth Tax, Excise duty and Cess which have not been deposited onaccount of apV dispute.

The company has incurred cash loss of Rs. 6,79,428/- during the financial yearcorresponding to that for of Rs. 6,L2,4041- in the immediately preceding financial year.However the company has no accumulated losses at the end of the financial year.

According to the information and exptanations given to us, the company has not takenany loans from any financial institutions, banks or debenture holders

9.

1.1.

38

12.

L3.

t4.

16.

L7.

18.

19.

20.

2L,

According to the information and explanations given to us, the company has not grantedany ioans and advances on the basis of security by way of pledge of shares, debenturesand other securities.

The company is not chit fund or a Nidhi/mutual benefit tund/society. Therefore theprovisions of Paragraph a(xiiil of the Companies (Auditors Report) Order, 2003 are notapplicable to the company.

ln our opinion the company is not dealing in Shares, Debentures, Securities and otherinvestments.

15. ln our opinion and according to the information and explanations given to us, thecompany has not given guarantees for loans taken by others from bank or financialinstitutions.

The company has not taken any term loan during the year therefore the question ofapplication of funds for the purpose for which they were ralsed does not arise.

According to the information and explanations given to us and on an overall examinationof the balance sheet of the company, we report that no funds raised on short-term basishave been used for long-term investments. No long-term funds have been used tofinance short-term assets except permanent working capital.

The company has not made any preferentlal allotment of shares to parties or companiescovered in the register maintalned under sectlon 301of the Companies Act, 1956.

The company has not issued any debentures durlng the year so the question of creatingsecurity in respect thereof does not arise.

The company has not made any public issue during the year and therefore the questionof disclosing the end use of money does not arise.

Based upon the audit procedures performed for the purpose of reporting the true andfair view of financial statements and as per the information and exptanation given by themanagement, we report that no fraud on or by the company has been noticed orreported during the year.

/or MSESH SHAH & ASSOCTATES

Chartered Accountants


CIN : 151900MH1981P1C025G93

Place: SURAT

Date: 07l05l20t4

33RD ANNUAL REpoRT 2013-2014


M. No. t37148(F. R. NO.108671W1

I39

MEGH IVIAYUR INFRA LIMITEDCIN : l-51 900MH1981 P1C025693

lng a pa

For. Megh Mayur Infra Llmited

Mitul J. Shah Rajendra S. Shah(Managing Dlrector) (Dlrcctor)Place : SuratDate:07105/2014

33RD ANNUAL REPORT 2013-2014 I\

(l,lEGH ltlAYUR INFRA LIMITED

( FORI.IERLY PODDAR, INFRASTRUCTURE LIMITED)

As per our report of even date

for RASESH SHAH &ASSOCIATES

Ghartered Accountants


I'1. No. 137148(F. R. NO. 108671W)

2O8, IAUI SHOPPIT{G CENTRE, S.Y. ROAD, BORMLI WEST, MUI'IBAI

Balance Sheet es at 31st March, ZO14

Particularc Note No. 3Ll03l2OL4 3Ll03l2OL3

I. EQUITY AND LIABILITIES( 1) Shareholder's Funds(a) Share Capital(b) Reserves and Surplus(c) Money received against share warrants(2) Share application money pending allotment

(3 ) Non-Current Liabilities(a) Long-term borrowings(b) Deferred tax liabilities (Net)(c) Other Long term liabilities(d) Long term provisions

(4) Curent Liabilities(a) Short-term borrowings(b) Trade payables(c) Other current liabilities(d) Short-term provisions

II.Assets(1) Non-current assets(a) Fixed assets

(i) Tangible assets(ii) Intangible assets( iii) Capital work-in-progress(iv) Intangible assets under development

(b) Non-current investments(c) Deferred tax assets (net)(d) Long term loans and advances(e) Other non-current assets

(2) Current assetsl(a) Current investmentsl(b) Inventoriesl(c) rraoe receivablesl(d) Cash and cash equivalentsl{") Sno,t-term loans and advancesl(f) Other current assets

Total

Total

1Al182

3

4

5

6

7

8

9

63,000,000L3,253,607

4,033,500

93,321

63,ooo,ooo13,945,054

2,ggg,5oo

:66,529

80.380.428 79.910.083

31,00!

75,921,00_0

3,g24,g;7

503,431

31,000

75,92L,00O

3,924,997-

2L,067_

12.01980.380.428 79.910.083

a of accounts 1

40

MEGH MAYUR INFRA UMITEDCIN : 151900MH1981 PLCO2S693

For Megh Mayur Infra Llmited

\

33RD ANNUAL REPORT 2019.2014

MEGH MAYUR INFRA LIMITED( FOR t IER.LY PODDAR TNFRASTRUCTU RE LII.|ITEDI

Mitul J. Shah(Managlng Dlrector)Place : SuratDate: O7l05l20l4

Rajendra S. Shah(Dlroctor)


for RASESH SHAH &ASSoCIATESChartered Accountants


M. No. 137148(F. R. NO. 10867lW)

20& LAUI SHOpptNG CENTRE, s.V. nOAD, BORIVALI WEST, MUHBAI

I' Plglit and L

Particulars Note No. 3Llo3l20L4 3L/03/2OL3I. Revenue from operationsIL Other Income

III. Total Revenue (I +Il)a)Cost of materials consumedb)Pu rchase of Stock-in-Tradec)Changes in inventories of flnlshed goods, work-in-progress

and Stock-in-Trade(d)Employee benefit expense(e)Financial costs(f)Depreciation and amortization expenseg)Other expenses

I Total ExpenseslV, Profit/ (Loss) before exceptional and extraordinary itemsland.tax (III - IV)

lVI. Exceptionat Items

IVII. Profit/ (Loss) before extraordinary items and taxIVIII. Extraordinary ItemsI

ItX. RrofitT (Loss) before tax (VII - VIII)X. Tax expense:(1) Current tax(2) Deferred tax

XI. Proflt(Loss) for the period from continuing operations(Vll-

iilll.r,r*-;;;;;:;!vrrrrrrurrrs ePErorre'5(vtr-

|

operations before tax I

l ffiM'il::',,",, (xr - Krr)

|

11t2

13t4

130,000

12,019549.428

97,500

101,0205L4,904

69L,447 713,424

(69L,447-)

(69t,447_)

(7t3,424_)

(7t3,424)

(69L.447 (7L3.424\,

(69L,447) (7L3,424)

(69L.447 (7t3.424\

(0.11)(0.11)

(0.11)(0.11)

41

MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981P1C025693

\


l.lEGH I4AYUR INFRA LIIIITED(KtR[lRlY PODO n TXFi^ISTnUCTURI lrlllTlo)

208, UlJt SllOPPlllC CENTRE S.Y. ROAD, BORIYALI WeSr, l,lullEAt

Gash Flow 9tatemsnt ior the year endod 3l ilarch, 2014

Partlcularr Fortha verr cndcd For tfie ver? endedt1r0 J.tfUJ'ZUIJ

A. Cash flow from operatlng actlvlUer

Net Profit I (Loss) before extraordinary items and taxAdiustmentsfor:

Depreciation and amortisaton

Operating profit / (loss) before working capitral changea

Chanoes in workino capital:Adjustments lor (incrpase) / decrease ln operafng rsscts.'

lnventoriesOther cunent assetg

Adjustments for increasa / (dequase) ln oop,ntng hbllitbs:Trade payables

Other cunent liabilities

Cash flow from extraordinary itemsCash generated from operationsNel income tax (paid) / refunds

Net cash flow from I (uced ln) operatlng actlvltler (A)

B. Cash flow from lnvertlng rc{vlUcrEffect of conversion offixed assEts lnto stockJn-trade

Net cash flow from I (used ln) lnvcrtlng actlvlticr (B)

I

lc. casn flow from flnanclng actlvltlerI

I Proceeds from long-term bonowings

I

lNet cash flow from / (used ln) flnanclng acUvltler (C)

I

lNet increase / (decreage) ln Crrh and crrh eqrilvrlcntr (A+B+CI

lCash and cash equivelents at the beginning of the yearlFffert of pxchanoa diffareruns 6n reslalemenl of forelon anrrenor Cash aril

(691,,147)l

12,019

(71 3,424)

101,020

1612.Acd\,(679,428) (612,404)

26752 1 7309

cash eoulvalentg

(852.636' (595.0951

{862.836t (595.096

1 13500( 53550(

1 535504

{82,38t321,06i

(59,595)806d

lOasn anO cash eluivalents at the end of the year 503.431 21

For Megh Mayur Infra Llmlted

tlltul t. Shah ' R.rendra S. Sh.h(tilnaglng Dir.ctor) (Dlr.ctot)Place : SuratDate: 07l05/2014


,br n tESH SHAH aASSoCIATeSChartcrcd Accountanta

HEHUL R. SHAII(PARrNEal

14. No. 1371at(F. R. NO. tOE6rlW)

{

12

33RD ANNIJAL REPORT 2013-2014MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981 P1C025693

I'IEGH I'IAYUR TNFRA LII'|ITED(iortlanrv toDo^r lxtr^struErurl llxrrlD)

lor, l !,t sdotPlilG eer?tt, s'% roAD, roRlvall w!3|f, llur8 l

NoTEsFoRt.ltNGApARToFBAtlNcESHEETAsAT3lsT'{ARGH,2014 ilote : 1A

STATEHEI{T SHOWITIG OETATLS OF SHARE CAPITAL

Particulara Aa at 31 lil.rch, zgl{ As at 3l l{arch, zur5Numb€r of

rharcr AmountNumb€r ot

rhares Amount

(a) AuthorlsedEquity shares of Rs. l0/- each wlth votlng rlghts

(b) lssuedEquity shares of Rs, t0/'each wlth votlng rlghts

(c) Subscrlbed and fullY Pald uP

Equity shares of Rs. 10/- each wlth votlng rlghts

(d) Subscribed but not fully paid up

liquitv shares of Rs. 1o/' each wlth votlng rlghts, 'Nll' not pald up

I

I

l(ort or tn. above, 60,00,000 egulty shares of Rs' 10/'each, full pald

lt,nItrjve ueen issued out of capltalisatlon of free reserves)li"r"r-

6.500.000 55.000,000 6.500.000 65_000.000

6.500.000 55-OOO.OOO 5.500,000 65.000,

6,30o,ooo 63,000,000 6,300,000 63,000,000

5.300.ooo 53.OOO.OOO 6,300,000' 6 i_(]uu

5.300.000 63,000,000 6,300,000 63,000,000

6.300,000 53.000.000 6.300.000 63,000,000

6.300,oo0 63.OOO.OO0 6,300,000 63,OO0,000

DETAILS OF STIARES IIELD 8Y EACH SHARE}IOLDER TIOLDTNG I'IORE THAI{ 5% SHARES

Cla6s of sharet / Nam. of sh.rcholdar A3.t 31 lilarch, 2014 Ar at 31 March, 2Ol3NumDcr ol3harG5 held

tlt holdlng lnthat cla33 0f

chargr

Itumb€r ofcharcs held

9{, holding lnthat clasJ of

shares

:quity shares with voting rightsMitul J. ShahRaiendra Shah

21294002133600

33.8033.87

212940(213360(

33. 8033.87

AGGREGATEIIuIIBERANDGLASSoFSHARESALLoTTEDASFULLYPAIDUP3Y WAY OF 8OilUS DURIIIC T'IE PERIOD OF 5 YEART' I}IMEDIATELY

PRECEEDI]I6 THE BAIANCE SHEET DATE

"lly p"id ,p p*s"anito contrict(s) lYlthout payment b€lng recelved

paid up by way of bonus shares

43

MEGH MAYUR INFRA LIMITEDCIN : 151 900MH1981 P1C025693

33RD ANNUAL REPORT 2013-2014

STATEMENT sHowrNG REcoNcrLrATroN oF NUMBER oF sHAREs AND AMouNT Note : 18

G AT THE NIParticulars Opening

BalanceFreshissue

Bonus ESOP Conversion Buy back Otherchanges (give

details)

ClosingBalance

Equity shares withvoting riqhts

Year ended 31 March,20t4

- Number of shares- Amount (Rs.)

Year ended 31 March,2013

- Nurhber of shares- Amount (Rs.)

6,300,00063,000,000

6,300,00063,000.000

6,3oo,ooo53,000,000

6,300,00063,000,000

:g

44

MEGH MAYUR INFM LIM]TEDCIN : 151 900MH'l 981 P1C025693

\

33RD ANNUAL REPORT 2013.201 4

NOTES FORMING PART OF BALANCE SHEETAS AT 31ST MARCH. 2OI4

Note : 2Reserves and

Particulars As on 31/03/2014 As on 31/03/2013Reserves and Surolus(DCaoital Reserve

Opening BalanceAdd: Additons during th€ yearLess: Utiltsed/Transfened during the year

' Closing Balance(ii)Profit & Loss a/c

Opening BalanceAdd: Additons during the yearLess: Utilized/Transfered during the yearClosing Balance

2,517,605 2,517,605

2,517,605

11,427,449

IAA1 AA7\

2,517,605

't2.140,873

0't3.424\10,736,002 'tl,427,449

Total 13.253.607 13.945.054

(l) Secured(al From Dlrectors(bl From Others

(iil Unsecured(al From Directors 4,033,500

Other Current Llabllltler)articulal! A3 on 3110312014 As on 31/03/2013

Othor PavablesAudit Fees PayableRasesh Shah & Associates (Professional Fees Payable)Professional Tax PayableTDS PayableBharat Shah (Outstanding Expenses)Provision for Telephone ExpenseProvision for Eleclricitv ExpEnse

20,00c51,79€

2,10C7,191

'11,102

20c03c

20,00028,0904,2005,1 098,300

200630

Total 93.32r 66.529

Non - Curent lnvsstmontg

lnvestments in Equitv SharesQuoted lnvestments

Unquoted lnvestmentsOther Entltles

Padmini Tecnologies Ltd. (at cost)

45

MEGH MAYUR INFRA LIMITEDCIN : 151900MH1981 PLCO25693


Note : 6erm

rdr rr!utcrs As on 3l/03/2014 As on 31/03/2013(a) Secursd Oeoosits(i)Secured. consldered qood

Rent DepositTelephone Deposit

(ii)Unsecured. consldeied qood(iii)DoubtfulLess : Provision for Doubtful Deposits

(bl Loans and Advances to Related parties(i)Secured. considered oood(ii)Unsbcured. consldered oood

Megh Mayur Realities Pvt. Ltd. (Advance for property)(iii)DoubtfulLess : Provision for Doubtful Deooslts

120,0001,000

75,800,000

120,0001,000

It.

75,800,000

r oral 75.921.000 75.921.000

lnventorles

Cash

Note : 7

Particulars As on 3110312014 As on 31/03/20'13

Stock in Trade 3,924,997 3,924,997

Total 3.924.997 3.924.997

Note : 8& Cash

ranrcutars AS On 3110312014 As on 31103/2013(i)BaEncesgg!_Bank

Bank of Baroda(ll)Cash on Hand

498,9534,478

16,8494,218

otat 503.431 21,067

Unamortised ExpensesShare issue expenses

46

MEGH MAYUR INFRA LIMITEDCIN : 151 900MHl 981 PLC025693

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33RD ANNUAL REPORT 2013-2014

NOTES FORMING A FART OF PROFIT AND LOSS ACCOUNTFOR THE YEAR ENDED ON 31ST MARCH, 2014

Note : 11of Flnlshed Work ln ,Trade

rarUcutars As on 31103/2014 As on 3l/03/2013

(i) lnventories at the end of the vearFinished GoodsWork-in-ProgressStock-in-Trade

(ii) lnventories at the becilnnlno of the yearFinished GoodsWork-in-ProgressStock-in-Trade

3,924,99;

3,924,997

3,924,997

3,924,99;

let (increase[decrease

Note : 12

Note : 13

As on 31/03/2013

Note : 14Other

Panlculars As on 31/03/2014 As on 31/03/2013

Office RentLegal & Professional FeesAudit FeesRates & TaxesMiscellaneous Expenses

146,88€171,68C

38,09C2,50C

190,273

139,887145,36938,0902,500

189,0s8

fotal 549.428 514.904

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clN : 151900MH198lP1C025593 33RD ANNUAL REPORT 2OL3-20T4

Note: 10

Notes forming part of the Accounts:

(1) Accounting Policies:

Significant accounting policies adopted in the preparation and the presentation of the

accounts are stated as under. These accounting policies adopted by the company are as

per standard accounting practices prescribed by the lnstitute of Chartered Accountants

of lndia:

Basis of Accounting:

1) The financial statements have been prepared in compliance with all

material aspects with the Accounting Standards notified by Companies

(Accounting Standards) Rules, 2006 (as amended) and the relevant

provisions of the Companies Act, 1956, read with General Cir.ul.,

No.15/2013 dated 13th September 2013, issued by the Ministry of

Corporate Affairs, in respect of Section 133 of the Companies Act, 2013.

2l Accounting policies not specifically referred to otherwise are consistent

with generally accepted accounting principles followed by the Company.

3) All income and expenditure items & assets and tiabilities having a

material bearing on the financial statements are recognized on accrual

basis.

lnvestments:

lnvestments are valued at cost of acquisition and related expenses.

Borrowing Costs:

Borrowing costs that are directly attributable to the acquisition, construction or

production of qualifying assets are capitalized as part of the cost of such assets.

All other borrowing costs are charged to profit and loss account. However, no

such borrowing cost have been capitalized during the year.

(A)

(B)

(c)

$

48


CIN : 151900MH1981P1C025593 33RD ANNUAL REPoRT 2ol3-zot4

Accounting for Taxes on lncome:

Provision for taxation for the year comprises of current tax and deferred tax.

1) Current tax is the amount of tncome Tax ascertained on the basis of assessable

profit computed in accordance with the provision of lncome Tax Act, 1961.

2l Deferred tax is recognised on timing differences, being the differences between' the taxable income and the accounting income that originate in one period and

are capable of reversal in one or more subsequent at the repofting date.

Deferred tax is measured using the tax rates and the tax laws enacted or

substantially enacted as at the reporting date. Deferred tax liabilities are

recognised for all timing differehces. Deferred tax assets in respect of

unabsorbed depreciation and carry forward of losses are recognised only if there

is vlrtual certainty that there wlll be sufficient future taxable income available to

realize such assets. Deferred tax assets are recognised for timing differences of

other ltems only to the extent that reasonabte certainty exists that sufficient

future taxable income will be available against which these can be realized.

Deferred tax assets and liabilities are offset if such items relate to taxes on

income levied by the same governing tax laws and the company has a legally

enforceable right for such set off. Deferred tax assets are reviewed at each

Balance Sheet date for their realisabitity.

(2) Contingent liability in respect of bills discounted with bank is Rs. Nil.

There is no employee who was in receipt of remuneration, which in aggregate was more

than Rs. 60,00,000/- per annum if employed throughout the year and not less than Rs.

5,00,000/- per month if employed for part of the year.

The Company is taking necessary steps to appolnt futl time Company Secretary as

required under Section 203 of the Companies Act, 2013.

(D)

(3)

(4)

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MEGH MAYUR INFRA TIMITEDCIN : 151900MH1981p1C025093

33Ra RNTuAL REpoRT zoLg-zotl

(s)

Related parties disclosures, as required

below:

by AS-18, l'Related party Disclosure,, are given

Key Managerial person:

MitulJ. Shah, Rajendra S. Shah.

List of entities under common control:

Abhishek Apartments pvt. Ltd., Abhyudaya Textiles pw. Ltd., Bella ApartmentsPvt. Ltd., Bhavik properties pvt. Ltd., Darshan Apartments pvt. Ltd., Dharmarth

construction Pvt. Ltd., Jasumati properties pvt. Ltd., kamla Flats pvt. Ltd., Ketan

Properties Pvt. Ltd., Lalita Apartments pvt. Ltd., Manilal properties pvt. Ltd.,

Maulik Properties pvt. Ltd., Mayur shops pvt. Ltd., Megh Mayur Reality pvt. Ltd.,

Meghna Apartments Pvt. Ltd., Mitut construction pvt. Ltd., Mitul Flats pw. Ltd.,

Mitul Hotels Pvt. Ltd., Mitulsanjay Holdings pvt. Ltd., Mruga properties pvt. Ltd.,

Nami Properties pvt. Ltd., Nutan Apartments pvt. Ltd., poojan properties pvt.

Ltd., Prabhu Prathna Apartments Pvt. Ltd., Prabhu pratishtha Flats pvt. Ltd.,

Preeti Flats Pvt. Ltd., Rutvan Hotels pvt. Ltd., sanjay Flats pvt. Ltd., sarswatProperties Pvt. Ltd., sarthak proeprties pvt. Ltd., sarthi properties pvt. Ltd.,

Sumeru Properties Pvt. Ltd., Sumeru Textiles Pvt. Ltd., Sunish Apartments pvt.

Ltd., Tribhavan Properties pvt. Ltd., Vandan properties pvt. Ltd., Vasupunjay

construction Pw. Ltd., Vimalnath properties pw. Ltd., Java Reatities pvt. Ltd.,

silverArch Flats Pvt. Ltd., shruti park pw. Ltd., sanskruti Frats pvt..Ltd., samarthFlats Pvt. Ltd., samrat Apartments pvt. Ltd., sashwat park pvt. Ltd., siddhchal

Properties Pvt. Ltd., siddharth Flats pvt. Ltd., Megh Mayur Associates, chimanlal

corporation, samr,uddhi corporation, Arihant corporation, Darshan Ratna

Buildcon LLP.

(i)

(ii)t+*. ?t4'{'

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MEGH MAYUfl INFRA LIMITED

CIN : 151900MH1981P1C025693 33RD ANNUAL REPoRT 2oT3.2oL4

(iii) Transactions during the year with the related parties:

(6) Earnings per Equity Share:

Partlculars Current Year Previous Year

Profit after Tax

No. of Equity shares (of Rs.10 each)

Basic Earnlng per share

(6,91,4471

63,oo,ooo

(0.11)

(7,13,4241

63,oo,0oo

(0.11)

lnventories:

Closing Stock - WIP is valued at cost consisting of land development, construction,

development, administration and other expenses or market value whichever is tower.

Computation of Deferred Tax Liabilities:

Deferred tax assets, in respect of carried fonrard losses of prior years,.have not been

recognised in the books as there is neither virtual certainty nor any convincing evidence

that sufficient future taxabte income will be available against which such deferred tax

assets can be realised.

(8)

(s)

!

Sr.

No.

Nature ofTransaction

Key

Management

Personnel

Relatlves toKey

Management

Personnel

Others Total

(A) Loans Taken:

(llTaken durlng

the year

(ii)Repaid during

the year

11,35,000/- 11,35,000/-

51


CIN : 151900MH1981P1C025693 33RD ANNUAL REPORT 2OT3-20t4

Form MGT'll

[Pursuant to Section 105(6] of the Companies Act, 2013 and rule 19(3) of the Companies (Management and

Administration) Rules, 2014

l/We, being the member(slof Shares of the Company, hereby appoint

1. Name:

Address:

E-mailld:

Signatures- or failing him/her

2. Name:

Address:

E-mailld:

si or failing him/her

3. Name:

Address:

E.mailld:

Signatures or failing him/her

As my/our proxy to attend and vote (on poll) for me/us and on my/our behalf at the Thirty Third Annual General

Meeting of the Company, to be held on the 26th day of September at 11.00 a.m. at 2O8,Lalji Shopping Centre, S'V.

Roadi Borivali (West),Mumbai.400092

Resolution No.1to 7

1. To receive, consider and adopt the Financial Statement and the reports ofthe Board of Directors and Auditors

thereon for the financial year ended on 3ln March, 2014

Z. To appoint Director in place of Shri Rajendra Shah (DlN 01765634) who retires by rotation and being eligible

offers himself for re-appointment

3. To consider and appoint the retiring Auditors M/s. Rasesh Shah & Associates, Chartered Accountants

4. To Atter the Articles of Association by insertion of New Artlcle No.2lA of the Articles of Associatlon of the

Contpany

5. To re-appoint Mr. Mitul Shah as the Managing Director of the Company

6. To consider the continual of Mr..Jayant Pandya (DlN 02144823) as an lndependent Director of the Company

upto March 31, 2019

7. To consider the continual of Ms.Komal Savaliya (DlN 02081586) as an lndependent Director of the Company

upto March 31, 2019

Signed this

-day of

-20t4

Signature of the Shareholder:

Signatures of Proxy Holder(s):

Note: Thls form of proxy ln order to be effecttve should be duly completed and deposited at the Registered

offlce of the compann not less than 48 hours before th commencement of the Meetlng.

I g

CIN : 151900M H 1981P1C025693

Name of the Company: Megh Mayur lnfra Limited (Formerly known as Poddar lnfrastructure Limited)

Registered Office: 208, LaUishopping Centre, S.V. Road, Borivali (West), Mumbai-400092

Name of the Member:

Registered Address:

E-mailld:

Folio no./Client ld:

DP ID:

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I clN : 151900MH1981P1C025693I

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33RD ANNUAL REPORT 2OT3-20L4


(Formerly Poddar lnfrastructure Limited)

Registered Office: 208, Lalji Shopping Centre, S.V.Road, Borivali (West),

Mumbai- 400 092 I

ATTENDANCE STIP

THIRTY.THIRD ANNUAL GENERAL MEETING

Friday, the 26th September,20t4

1 Full Name of the Shareholder:

I Sigrtature:

I Regd Folio No./Client lD:

I No. of Shares held:

I

. I certify that I am a registered shareholder/Proxy for the Registered Shareholder of theI corp.ny.

I I hereby record my presence at the Thirty-third Annual General Meeting of the Company at

208, Lalji Shopping Centre, S.V. Road, Borivali (West), Mumbai-400092 at 11.00 a.m. on

1 Friday,the September 26th,20L4.

I

I Proxy Name in Block Letters

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;il;;il;;;;;il;;.

I NOTE: lf attending please bring this form duly completed at the time of Meeting.

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BOOK - POST

lf undelivered please return to :

MEGH MAYUR INFRA LIMITEDRegistered Office ; 208, Lalji Shopping Centre, S.V. Road,

Borivali ( West), Mumbai - 400 092.

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